Common use of Beneficial Ownership Clause in Contracts

Beneficial Ownership. Holder hereby represents and warrants that it does not beneficially own (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common Stock, or any economic interest therein or derivative therefrom, other than those shares of Common Stock specified on its signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shares.”

Beneficial Ownership. Holder hereby represents and warrants that it does not beneficially own (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common Stock, or any economic interest therein or derivative therefrom, other than those shares of Common Stock specified on its signature page to this Agreement. For purposes of the this Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shares.”

Beneficial Ownership. The Holder hereby represents and warrants that as of the date of this Agreement it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common StockCompany Shares or SPAC Shares, or any economic interest therein in or derivative therefromof such shares, other than those shares of Common Stock securities specified on its the signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shareshereto.”

Beneficial Ownership. Holder hereby represents and warrants that it does not beneficially own (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common Stock, or any economic interest therein or derivative therefrom, other than those shares of Common Stock specified on its signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shares.”

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common StockCompany Ordinary Shares, or any economic interest therein in or derivative therefromof such stock, other than those shares of Common Stock securities specified on its the signature page to this Agreementhereto. For purposes of this Agreement, the Agreement the shares of Common Stock Company Ordinary Shares beneficially owned by such the Holder as specified on its the signature page to this Agreement hereto are collectively referred to as the “Holder’s Lock-up Shares.”

Beneficial Ownership. Each Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder) any shares of Common StockCompany common stock, or any economic interest therein or derivative therefrom, other than those Company ordinary shares the aggregate counter value of Common Stock which is specified on its the signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as hereto (the “Holder’s Agreement Shares”).”

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common Stockcapital stock of the Purchaser, or any economic interest therein in or derivative therefromof such stock, other than those shares of Purchaser Common Stock specified on its the signature page hereto and the right to this receive Earnout Shares (as defined in the Merger Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shares).”

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common StockHoldco Ordinary Shares, or any economic interest therein in or derivative therefromof such stock, other than those shares of Common Stock securities specified on its the signature page to this Agreementhereto. For purposes of this Agreement, the Agreement the shares of Common Stock Holdco Ordinary Shares beneficially owned by such the Holder as specified on its the signature page to this Agreement hereto are collectively referred to as the “Holder’s Lock-up Shares.”

Beneficial Ownership. Holder hereby represents and warrants that it does not beneficially own (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common Stock, or any economic interest therein or derivative therefrom, other than those shares of Common Stock specified on its signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “"Holder’s 's Shares.”"

Beneficial Ownership. Holder hereby represents and warrants that it does not beneficially own (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common Stock, or any economic interest therein or derivative therefrom, other than those shares of Common Stock specified on its signature page to this Agreement. For purposes of the this Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “"Holder’s 's Shares.”"

Beneficial Ownership. The Holder hereby represents and warrants that that, as of the date of this Agreement, it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares securities of Common Stock, or any economic interest therein or derivative therefromthe Company, other than those shares of Common Stock securities specified on its the signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shareshereto.”

Beneficial Ownership. Each Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares SPAC Ordinary Shares (of Common Stockany class), or any economic interest therein in or derivative therefromof such equity, other than those shares of Common Stock securities specified on its signature page to this AgreementSchedule A attached hereto. For purposes of this Agreement, the Agreement the shares of Common Stock SPAC Ordinary Shares beneficially owned by such the Holder as specified on its signature page to this Agreement Schedule A hereto are collectively referred to as the “Holder’s Lock-up Shares.”

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common StockPurchaser Ordinary Shares, or any economic interest therein in or derivative therefromof such shares, other than those shares of Common Stock specified the Lock-up Shares, as set on its signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s SharesSchedule I attached hereto.”

Beneficial Ownership. Holder hereby represents and warrants that as of the Closing it does will not beneficially own (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common Stock, or any economic interest therein or derivative therefrom, other than those shares of Common Stock specified on its signature page to this Agreement. For purposes of the this Agreement the shares of Common Stock to be beneficially owned by such Holder as and the Successor and specified on its their signature page to this Agreement are collectively referred to as the “Holder’s Shares.”

Beneficial Ownership. (i) Holder hereby represents and warrants to the Company and Buyer that it Holder does not beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common StockEquity Interests in the Company, or any economic interest therein or derivative therefrom, other than those shares of Common Stock Equity Interests specified on its signature page Schedule A. (j) Holder represents and warrants to this Agreement. For purposes of the Agreement the shares of Buyer that it does not currently own any Buyer Common Stock beneficially owned by such Holder Shares other than as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shares.”set forth below:

Beneficial Ownership. Holder hereby represents and warrants that it does not beneficially own (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) any shares of Common Stock, or any economic interest therein or derivative therefrom, other than those shares of Common Stock specified on its signature page to this Agreement. For purposes of the this Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “"Holder’s Shares.”"

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common Stockcapital stock of Acquiror, or any economic interest therein in or derivative therefromof such stock, other than those shares of Common Stock securities specified on its the signature page to this Agreementhereto. For purposes of the Agreement this Agreement, the shares of Common Stock the Acquiror beneficially owned by such the Holder as specified on its the signature page to this Agreement hereto are collectively referred to as the “Holder’s Lock-up Shares.”

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common Stock, Company Ordinary Shares or any economic interest therein in or derivative therefromof such shares, other than those shares of Common Stock the Company Ordinary Shares specified on its the signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by hereto as such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Lock-up Shares.”

Beneficial Ownership. Each Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder) any shares of Common StockCompany common stock, or any economic interest therein or derivative therefrom, other than those Company ordinary shares the counter-value of Common Stock which is specified on its the signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as hereto (the “Holder’s Agreement Shares”).”

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares Company Ordinary Shares or Purchaser Ordinary Shares (of Common Stockany class), or any economic interest therein in or derivative therefromof such stock, other than those shares of Common Stock securities specified on its the signature page to this Agreementhereto. For purposes of this Agreement, the Agreement the shares of Common Stock Purchaser Ordinary Shares beneficially owned by such the Holder as specified on its the signature page to this Agreement hereto are collectively referred to as the “Holder’s Lock-up Shares.”

Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common Stockcapital stock of the Purchaser, or any economic interest therein in or derivative therefromof such stock, other than those shares of Purchaser Common Stock specified on its the signature page to this Agreement. For purposes of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s Shareshereto.”

Beneficial Ownership. Each Holder hereby represents and warrants that it does not beneficially own own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder) ), any shares of Common StockPurchaser Ordinary Shares, or any economic interest therein in or derivative therefromof such stock, other than those shares of Common Stock securities specified on its signature page to this Agreement. For purposes Section D of the Agreement the shares of Common Stock beneficially owned by such Holder as specified on its signature page to this Agreement are collectively referred to as the “Holder’s SharesBackground above.”